Vicki Znavor Form 4 PRIVATEBANCORP / Vicki Znavor ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Znavor Vicki

(Last) (First) (Middle)

C/O PRIVATEBANCORP, INC.

120 S. LASALLE STREET

(Street)

CHICAGO IL 60603

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PRIVATEBANCORP, INC [ PVTB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Human Resources Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/03/2017		A		2,272(1)	A	$0	10,532	D
Common Stock	02/03/2017		A		851(2)	A	$0	11,383	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents the additional number of shares of common stock that have become issuable based on achievement of a pre-established 3-year (2014-2016) EPS metric, as well as the Issuer's 3-year TSR relative to a pre-established index, under PSUs granted to the reporting person in March 2014. A further 458 shares of common stock issuable under the PSUs were previously reported on a Form 4, filed with the SEC on February 9, 2016, due to the Issuer's EPS performance during the first 2 years of the performance period. The Compensation Committee of the Issuer's Board of Directors certified that the Issuer achieved financial performance and TSR levels which will result in vesting of the PSUs at 200% of target on February 28, 2017, subject to continued employment by the reporting person with the Issuer to that date. Based on the terms of the award, distribution of the aggregate 2,730 shares of common stock underlying the PSUs is generally deferred for an additional 2 years after vesting.

2. Represents the minimum number of shares of common stock that have become issuable (subject to continued employment by the reporting person through the vesting date on March 1, 2018) under PSUs granted to the reporting person in March 2015. The performance period for the PSUs is 2015-2017 but the PSUs also contain a 2-year interim performance threshold. Because the Issuer's 2-year cumulative EPS performance through December 31, 2016 exceeded a pre-determined threshold, then upon vesting the reporting person is eligible to receive, at a minimum, the number of shares reported above which represents 33.5% of the target award. Based on the terms of the award, distribution of the shares underlying the PSUs will generally be deferred for an additional 2 years after vesting.

	/s/ Elizabeth Nemeth, Attorney-in-Fact	02/07/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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